SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-7432; 34-38883; 35-26747; 39-2356; IC-22769]
RIN 3235-AG96
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission
ACTION: Final Rules
SUMMARY: The Commission is adopting an updated edition of the
EDGAR Filer Manual and is providing for its incorporation by
reference into the Code of Federal Regulations.
EFFECTIVE DATE: The amendment to 17 CFR part 232 (Regulation
S-T) will be effective on August 25, 1997. The new edition of
the EDGAR Filer Manual (Release 5.30) will be effective on August
25, 1997. The incorporation by reference of the EDGAR Filer
Manual is approved by the Director of the Federal Register as of
August 25, 1997.
FOR FURTHER INFORMATION CONTACT: In the Office of Information
Technology, David T. Copenhafer at (202) 942-8800; for questions
concerning investment company filings, Ruth Armfield Sanders,
Senior Counsel, Division of Investment Management, at (202) 942-
0633; and for questions concerning Corporation Finance company
filings, Margaret R. Black at (202) 942-2933.
SUPPLEMENTARY INFORMATION: The Commission today announces the
adoption of an updated EDGAR Filer Manual ("Filer Manual"), which
sets forth the technical formatting requirements governing the
preparation and submission of electronic filings through the
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Electronic Data Gathering, Analysis, and Retrieval ("EDGAR")
system.[1] Compliance with the provisions of the Filer Manual is
required in order to assure the timely acceptance and processing
of filings made in electronic format.[2] Filers should consult
the Filer Manual in conjunction with the Commission's rules
governing mandated electronic filing when preparing documents for
electronic submission.[3]
In this update, several submission types have been added.
First, EDGAR submission types 13F-HR, 13F-HR/A, 13F-NT, and 13F-
NT/A have been added. These submission types will accommodate
the electronic submission of reports on Form 13F[4] in the event
that the Commission amends its rules to require mandatory
electronic filing of Form 13F.[5]
Also added are EDGAR submission types U-9C-3 and U-9C-3/A.
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[1] The Filer Manual originally was adopted on April 1, 1993,
and became effective on April 26, 1993. Release No. 33-6986
(Apr. 1, 1993) [58 FR 18638]. The most recent update to the
Filer Manual was implemented on April 14, 1997. See Release
Nos. 33-7394 (Feb. 21, 1997) [62 FR 8877], 33-7405 (Mar. 19,
1997) [62 FR 13820], and 33-7411 (Apr. 2, 1997) [62 FR
16690].
[2] See Rule 301 of Regulation S-T (17 CFR 232.301).
[3] See Release Nos. 33-6977 (Feb. 23, 1993) [58 FR 14628],
IC-19284 (Feb. 23, 1993) [58 FR 14848], 35-25746 (Feb. 23,
1993) [58 FR 14999], and 33-6980 (Feb. 23, 1993) [58 FR
15009] for a comprehensive treatment of the rules adopted by
the Commission governing mandated electronic filing. See
also Release No. 33-7122 (Dec. 19, 1994) [59 FR 67752], in
which the Commission made the EDGAR rules final and
applicable to all domestic registrants, and Release No. 33-
7427 (July 1, 1997) [62 FR 36450], adopting the most recent
minor amendments to the EDGAR rules.
[4] 17 CFR 249.325.
[5] See Release No. 34-38800 (July 1, 1997) [62 FR 36467], in
which the Commission proposed to require electronic filling
of Form 13F via the EDGAR system.
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These submission types are to be used by public utility holding
companies for the submission of Form U-9C-3, Report Pursuant to
Rule 58.[6]
Finally, a new submission has been added to accommodate
electronic submissions of certain filings by companies whose
filings are within the purview of the Division of Corporation
Finance. Submission type POS EX has been added to reflect the
Commission s recent adoption of Rule 462(d) under the Securities
Act of 1933. This rule will permit automatic effectiveness of a
post-effective amendment filed solely to add an exhibit.
The following submission types have been eliminated from
EDGAR: 10-C, 10-C/A, 486A24E, 486A24F, 486B24E, 48624F, 8-B12B,
8-B12B/A, 8-B12G, 8-B12G/A, 8A12BEF, 8A12BT, and 8A12BT/A.
Rule 301 of Regulation S-T also is being amended to provide
for the incorporation by reference of the Filer Manual into the
Code of Federal Regulations, which incorporation by reference was
approved by the Director of the Federal Register in accordance
with 5 U.S.C. 552(a) and 1 CFR Part 51. The revised Filer Manual
and the amendment to Rule 301 will be effective on August 25,
1997.
Paper copies of the updated Filer Manual may be obtained at
the following address: Public Reference Room, U.S. Securities
and Exchange Commission, Mail Stop 1-2, 450 Fifth Street, N.W.,
Washington D.C. 20549. Electronic format copies will be
____________________
[6] 17 CFR 259.208. See Release No. 35-26667 (Feb. 14, 1997)
[62 FR 7900].
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available on the EDGAR electronic bulletin board. Copies also
may be obtained from Disclosure Incorporated, the paper and
microfiche contractor for the Commission, at (800) 638-8241.
Since the Filer Manual relates solely to agency procedure or
practice, publication for notice and comment is not required
under the Administrative Procedure Act.[7] It follows that the
requirements of the Regulatory Flexibility Act[8] do not apply.
The effective date for the updated Filer Manual and the rule
amendment is on August 25, 1997. In accordance with the
Administrative Procedure Act 5 U.S.C. 553(d)(3), the Commission
finds that there is good cause to establish an effective date
less than 30 days after publication of these rules. The EDGAR
system is scheduled to be upgraded to Release 5.30 on August 23,
1997. The Commission believes that it is necessary to coordinate
the effectiveness of the updated Filer Manual with the scheduled
system upgrade in order to avoid confusion to EDGAR filers.
Statutory Basis
The amendment to Regulation S-T is being adopted under
Sections 6, 7, 8, 10, and 19(a) of the Securities Act of
1933,[9] Sections 3, 12, 13, 14, 15, 23, and 35A of the
Securities Exchange Act of 1934,[10] Section 20 of the Public
Utility Holding Company Act of 1935,[11] Section 319 of the
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[7] 5 U.S.C. 601-612.
[8] 5 U.S.C. 553(b).
[9] 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).
[10] 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll.
[11] 15 U.S.C. 79t.
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Trust Indenture Act of 1939,[12] and Sections 8, 30, 31, and
38 of the Investment Company Act.[13]
List of Subjects in 17 CFR Part 232
Incorporation by reference; Investment companies;
Registration requirements; Reporting and recordkeeping
requirements; Securities.
TEXT OF THE AMENDMENT
In accordance with the foregoing, Title 17, Chapter II of
the Code of Federal Regulations is amended as follows:
PART 232 - REGULATION S-T -- GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
1. The authority citation for Part 232 continues to read as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a),
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8,
80a-29, 80a-30 and 80a-37.
2. Section 232.301 is revised to read as follows:
232.301 EDGAR Filer Manual.
Electronic filings shall be prepared in the manner
prescribed by the EDGAR Filer Manual, promulgated by the
Commission, which sets out the technical formatting requirements
for electronic submissions. The August 1997 edition of the EDGAR
Filer Manual: Guide for Electronic Filing with the U.S.
Securities and Exchange Commission (Release 5.30) is incorporated
____________________
[12] 15 U.S.C. 77sss.
[13] 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.
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into the Code of Federal Regulations by reference, which action
was approved by the Director of the Federal Register in
accordance with 5 U.S.C. 552(a) and 1 CFR Part 51. Compliance
with the requirements found therein is essential to the timely
receipt and acceptance of documents filed with or otherwise
submitted to the Commission in electronic format. Paper copies
of the EDGAR Filer Manual may be obtained at the following
address: Public Reference Room, U.S. Securities and Exchange
Commission, Mail Stop 1-2, 450 5th Street, N.W., Washington, D.C.
20549. They also may be obtained from Disclosure Incorporated by
calling (800) 638-8241. Electronic format copies are available
through the EDGAR electronic bulletin board. Information on
becoming an EDGAR E-mail/electronic bulletin board subscriber is
available by contacting CompuServe Inc. at (800) 576-4247.
By the Commission.
Jonathan G. Katz
Secretary
July 29, 1997